KNOXVILLE, Tenn. (WATE) — Tennessee used a potent offense and an opportunistic defense to dispense Florida for the 2nd time since 2004 with a 38-33 victory in Neyland Stadium on Saturday.

The Tennessee offense didn’t skip a beat without star wide-receiver Cedric Tillman. Bru McCoy, 5 catches for 102 yards and a touchdown, and Ramel Keyton, 3 catches for 69 yards filled in admirably in Tillman’s absence.

This game got interesting late, after a Montrell Johnson touchdown run, Florida head coach Billy Napier decided to go for two instead of kick the extra point. The Vols stopped them on the try to preserve an 11 point lead.

After stopping Tennessee on downs, Florida drove 71 yards in seven plays capped by a Ricky Pearsall touchdown reception with :07 seconds remaining, but another failed two point conversion kept the Vols ahead by 5.

Florida recovered the onside kick, but Richardson was picked off by Tennessee’s Kamal Hadden as time expired to preserve the win for the Vols.

Tennessee struck first on a 32 yard field goal from Chase McGrath to take a 3-0 lead with 1:11 to play in the first quarter.

Florida’s offense had an answer early in the 2nd quarter, Anthony Richardson found Keon Zipperer on a 44 yard touchdown touchdown connection to put Florida on top 7-3.

The Vols secondary struggled, giving up 453 yards through the air and allowing Richardson’s first two touchdown passes of the season.

The Tennessee offense kept the deafening crowd in the game when Bru McCoy was uncovered on a 70 yard pitch and catch from Hendon Hooker. The Vols scored on the very next play when Hooker called his own number from four yards out. Tennessee led 10-7 with 11:59 remaining in the first half.

Hooker continued his efficient play completing 22 of 28 passes for 349 yards and two touchdowns. He also rushed for 112 yards on 13 carries and another score.

Anthony Richardson ran for his 4th touchdown of the season from 7 yards out to give Florida a 2nd quarter lead 14-10.

Tennessee flipped the game with a Hooker to McCoy seven yard scoring strike with :07 seconds left in the first half, then took the 2nd half kickoff and went 60 yards in nine plays capped by a Hooker 16 yard touchdown pass to Jabari Small to give them a 24-14 lead with 12:08 to play in the 3rd quarter.

After a Richardson touchdown run the Vols extended the lead back to 31-21 with a one yard touchdown run by Jabari Small with 3:38 left in the 3rd quarter.

Small finished with 19 carries for 90 yards and two total touchdowns.

Early in the fourth quarter, the Vols really took control of the game when Omari Thomas ripped the ball away from Richardson, Jeremy Banks recovered the fumble. Tennessee then went on a 10 play 87 yard drive using 4:39 capped by a Jaylen Wright 5 yard touchdown run.

Tennessee was perfect in the red zone (6-6) making them (22-22) on the season with 19 of those scores coming by touchdown.